Overcoming Rainbow Dash
by Hour of Twilight
Summary: Twilight Sparkle is surprised to learn that Rainbow Dash and her other friends have always just assumed she was a virgin. She decides to share with them some of the things she knows.


"So, that was that," Applejack said. "We had sex in the back of his wagon."

The six of them lay in a circle on the fluffy clouds of Rainbow Dash's living room, supported by Twilight's magic. It was well into the night, and they were settling down for bed—after the typical round of stories.

Rarity shuffled forward across the puffy cloudscaped floor, her face intent. "Oh come now, Applejack, you can give us all more than that. Details, darling."

Applejack frowned in thought. "Well… I guess I sucked his cock a bit, and then he went down on me, and then—"

Rarity sighed. "Oh, this is hopeless. Does anyone else have a new story they can share?"

Pinkie Pie's head perked up. "Oh, oh! I've got one! Last night at the bakery…"

"Does it involve sex at all, dear?" Rarity asked.

"Nope!" Pinkie said. "Are we still talking about that?"

"Yes."

"Oh." A pause. "Do you want to hear my story anyway?"

Another sigh from Rarity. "Some other time, darling. Though it seems we've exhausted this line of storytelling rather quickly, doesn't it? Unless we all want to hear from Rainbow Dash and Fluttershy."

Dash flexed her forelegs. "I suppose I could tell that story with that one mare again," she said. Beside her, Fluttershy blushed.

"What about Twilight?" Pinkie Pie asked. "We never ask Twilight!"

Twilight had not been paying much attention. The truth was that Rarity had told a story about a dream where she'd slept with herself, which got Twilight to thinking about narcissism, which left her trying to figure out the largest four-digit narcissistic number, which she knew she knew…

So when Pinkie Pie mentioned Twilight's name, what Twilight said was, "Eight-thousand-two-hundred-eight?"

"Mm," Rarity said, "I'm not sure Twilight has anything to add, darling."

"Yeah," said Rainbow Dash, "Like Twilight's had sex."

"Now now, Rainbow Dash!" Rarity said. "Virginity is nothing to be ashamed of. In fact in some societies it is seen as a mark of purity."

Twilight's head went from Rarity to Rainbow Dash. "I haven't had sex?"

"Oh come on, Twilight," Dash said. "You don't even listen to our stories."

"You do seem rather… er… unengaged," Rarity said.

"That doesn't imply asexuality," Twilight said. "It's just that one can only hear a story about Rainbow Dash and Fluttershy having sex so many times before it becomes dull."

Fluttershy coughed, and Dash's cheeks became flushed. "Hey!" she said. "You don't know—"

"Rainbow Dash," Twilight said. "We all know who 'the mare you knew from flight school' is. Likewise, Fluttershy, your 'Mystery Mare X' is rather obviously Rainbow Dash. Besides those, Rarity will tell a story about a stallion who didn't meet her incredibly high expectations and Applejack will struggle with eloquence. Our sexy storytime is rather predictable."

"Hmph," Rarity said. "Well it's not like you're contributing anything.

"Okay," Twilight said. "Well, um, let me think… this one time…"

"Let me guess," Dash said. "You… kissed another pony?" She snickered.

Twilight frowned. "I suppose I am a bit of a virgin archetype, aren't I? But I am from Canterlot, you know."

"So what does that mean?" Dash asked.

"You know how to fold a napkin?" Applejack said.

"You're a Canterlotian?" Pinkie Pie said.

"Canterlot," Twilight said. "Unicorn city teeming with magic? We do stuff you guys think is gross."

There was a short silence. "Like, sexy stuff?" Dash asked.

"Yes, Rainbow Dash. Sexy stuff."

"So what do you do?" she asked. "Can you like, make a dildo with magic?"

Twilight pressed her face against the cloud floor below. She was getting a sense of how difficult this would be. "Yes, Rainbow Dash. I, The Princess of Magic, Element of Magic, and a magically talented unicorn with years of tutelage under Princess Celestia herself, am capable of making a dildo with magic."

"So," Rarity said. "You've… had sex?"

"Not much," Twilight said. "Not as much as the other students. But the year I started my university studies I met this other mare and we did a lot of... experimenting."

"Another university student?" Rarity asked, suddenly seeming genuinely intrigued.

"High school."

"Jailbait," Dash said.

Twilight let out an exasperated sigh. "I was not jailbait!" she said. "I am so tired of that joke."

"Uh, I was talking about the other mare…"

"Why? She was two years older than me." A pause. "Oh," Twilight said. "Sorry. I started my university level studies when I was thirteen."

A silence filled the room. Pinkie Pie let out a long, "Ohhhh boy…"

"Like I said, city attitudes are different than Ponyville's. I never really connected with ponies my own age but I was still curious. To be honest I went to the orgies more for the magic than the sex..."

"Wait, what?" Rainbow Dash asked.

"Twilight," Rarity said. "You mean to say you'd have us believe that were we in Canterlot, we'd be lying here talking about… orgies?"

Twilight frowned. "If this were Canterlot, we'd be having an orgy."

"I don't believe it," Dash proclaimed loudly. "Prove it."

Twilight thought about this a moment. "Okay," she said at last.

"What?"

"I'll prove it," Twilight said. "We'll have an orgy."

The room was once again totally silent. Fluttershy swallowed audibly.

Twilight frowned. "Nine-thousand-four-hundred-seventy-four…."

The next morning Twilight returned to the library. "Spike," she called out as soon as she came through the door. "Are you up?"

He poked his head out of the kitchen and she noticed he was wearing a chef's hat. "Oh hey Twi. Want breakfast? I'm making pancakes."

"Sure," Twilight said. "But I need you to take down a shopping list for today. We have work to do."

She waited until he had quill and parchment in hand before beginning. "I need a hundred grams of calcium, a kilogram of broccoli, two hearts-of-inverithorn, six flasks made of blindcrystal and enough candlewax to fill them all, a bottle of white corn syrup, a teaspoon of vanilla extract, a small bottle of at least seventy-seven percent alcohol, and two liters of cow milk between four and five days old. The rest I think I've got in the basement."

"That all?" Spike asked. "I figured you'd ask for some hard stuff."

"Also," Twilight said, "I need to contrive a reason for you to be out of the house tonight. I'm performing a potentially dangerous experiment."

It was that very night that the six of them got together once more, this time not in Rainbow Dash's house but in the kitchen of Twilight's library.

"Great," Twilight said as Dash came in through the door. "Everypony's here."

Rainbow Dash joined the others in watching Twilight behind the kitchen counter. "So everypony showed up?" she asked. "Huh. So when do we get to the, uh… thing?"

"You mean the sex." Twilight's horn gave off a minor glow, and the lights dimmed. She looked at them from behind the counter, her eyes suddenly intent. "It's what you all came here for, are hoping for. I've made such a fuss about this and all of you want to see me deliver on my promise. Is that it?" She gave them all a grin that was too slow, too predacious to belong on the face of Twilight Sparkle. "The writhing and the moaning and the panting, because don't we all just want to be covered in sweat, spit, and semen." She lowered her muzzle ever so slightly as she spoke, levelling her gaze at them as it became ever more intense...

Then she lit up with her usual grin. "But first, a history lesson!"

Dash let out a breath she hadn't been aware of holding. "Sounds even less sexy than the book."

Twilight shot her an irritated glance, then fixed the look on the others, waiting for them to interrupt her. When nopony did, she closed her eyes and called to mind the stories she was planning to tell. It wasn't enough to recount events. All stories were worth telling right.

"This tale runs deep," she began, her voice subdued, "Far back into our history, far enough that only a scholar could care to know it. It happened before Celestia or Luna, before Hearth's Warming Eve, when the world was wild and the three races lived together not out of harmony but out of fear. Fear, for all the creatures of the world were naught but animals, killing one another to survive. For an age we carved out our place in the world, pushed against every single frontier."

Whatever sunlight was still left in the world outside, it could not penetrate Twilight's spell. Shadows deepened on her face, and to Rainbow Dash she seemed suddenly older.

"We met our match against the deer, for it was they who created the first healing magic known to this world. The body, in time, will heal itself, and this they knew: their ritual magic simply created beads that, when broken, fed the body the energy it needed to heal an injury in seconds rather than weeks.

"But there was problem. New flesh must knit itself from something, and our bodies use the food we eat. A deer could only carry so much healing power with them in their stomach." Here Twilight paused. "Maybe some of you have heard ridiculous stories of deer who ate the flesh of their fallen opponents in battle. They're true. What better material to synthesize flesh from, than flesh? The deer fought like an enemy possessed; a wounded deer could live, provided he killed an enemy. They drove us back."

What does any of this have to do with anything, Rainbow Dash tried to ask. She opened her mouth but the words didn't come; the breath stayed in her lungs, stale. Her tongue felt dry.

"But we were not so easily deterred," Twilight said. "Unicorns took the healing magic for themselves. They took the most basic of elements from the air we breathed, the plants we grew, and they distilled them. They set their minds to task and invented a way to reduce a banquet of nutrients into a thimble of liquid, then imbibed this liquid with the same magic the deer had used on their beads."

Twilight's horn glowed again, and from beneath the counter came a large bottle filled with pure white liquid. She set it on the counter with enough force to make a resounding thud. It was the loudest sound in the room.

"Regeneration." Twilight's voice was flat, almost hollow. "The race of deer never again mustered their full strength against us.

"Next were the zebras. Their war was different. At first they tried to force us, the way the deer had." Twilight had fallen into a whisper, now. "At first they succeeded. Finally the unicorns... the unicorns turned their gaze away from the sky and to their enemy. The spells they created have no use other than war, and I won't speak of them. Suffice it to say that the zebras had to resort to other methods. Espionage. Illusion. Poison. They could make you see and feel things that weren't real. They could make you hate the things you love and see enemies even in your brothers and sisters.

"And so we became masters of our own minds," Twilight said. "We learned their every door and corridor. We learned how to tear them down and build them anew. We learned how to force ourselves to see what we willed, rather than what there was to see."

A second bottle, filled with what looked like could be water, thudded onto the counter.

"Predilection," Twilight said. "To alter the way another sees the world is a dangerous and forbidden thing, and this is not for you." The bottle of clear fluid slid away from the white. "This is only for me."

She heaved a sigh. "Finally were the dragons. Our fighters could heal near any wound, but the agony of fire will destroy the mind as well. We took the scales of their fallen, scales that could endure any heat, any harm, and we made our warriors invincible."

Thud. A bottle of black syrup. "Toughness," Twilight said. "On the inside and out."

She gazed admiringly at the three potions on the counter before her for a moment. "Oh!" she said suddenly. "I almost forgot. A couple hundred years later in an entirely unrelated happenstance a unicorn mare found out how to give herself a penis." Thud. The liquid inside the new bottle was a cross between pink and beige. "So we have the penis-potion too," Twilight said. "Can't forget that."

There was a silence, and the light began to stream through the windows and into the kitchen once more. Rainbow Dash opened her mouth to speak, came up with nothing to say, then shut it.

Pinkie Pie broke the silence first. "I have nooo idea what's going on."

"It's simple," Twilight said. "These potions are all going to facilitate our night of..." she seemed at a loss for a moment. "—Sex-having. It's sad that most of our advances come out of war, but there it is. I doubt the veracity of most of the myth, as it's a unicorn myth that lionizes unicorns and vilifies or denies agency to everything else, but there it is."

Rarity spoke up. "So, er, the potions make it so we can't burn to death and regrow severed limbs? Twilight, darling... you do know what sex is, don't you?"

Twilight heaved another sigh. "The regeneration potion will keep you well-fed for half a day, but it also acts as a reserve. It will restock anything in your body that's missing. Limbs, yes, but other things too. No refractory period. No need to breathe, if you drink enough. The toughness potion will keep you all from hurting me or yourselves if you get too rough. The predilection potion is for me, so you don't need to worry about that."

"Yeah, but what's it do?" Dash asked. "You made it sound..."

"Evil," Applejack finished. "You said it was dangerous."

"Making somepony like something they wouldn't is always walking the line," Twilight said. "But I made this myself, for myself. Willfully changing my will does not infringe upon my will. Get it?"

"Er..."

"So what?" Dash asked, her voice rising, "you need a potion to want to sex this up?" She gestured to herself with a hoof.

Twilight gave her another annoyed glare. "It just makes me find certain sensations intoxicating rather than repulsive."

"Like what?"

"Like swallowing the male ejaculate," Twilight said.

"...Oh."

"Which brings us to the penis potion," Twilight said. "Which needs a better name. All of you have to take it."

Applejack spoke. "But why—"

"Because you said you wanted me to show you Canterlot sex, and I already brewed my predilection. Without those two potions this is just an extended orgy."

Just plain water. Just vanilla ice cream. Just an extended orgy. Dash found herself becoming intrigued. Twilight thought orgies were... boring?

"Really," Twilight said. "This is the minimum amount of freaky that we can do with six ponies. Now come drink your potions."

"So what if we don't drink the potion?" Rainbow Dash asked.

"Then you sit out, I guess," Twilight said. "It's only temporary, and I'm sure you're all a little curious. Is anypony going to sit out?"

They all looked at each other for a moment. Two. Fluttershy seemed to tremble, but Rarity put a hoof over her shoulder and set her at ease. Applejack didn't seem at all phased, and Rainbow Dash wasn't about to back down. At last they all looked back to Twilight. None of them were out.

"Great!" Twilight said, barely able to hide her excitement. "You girls are all going to have tons of fun, trust me. Okay, so regeneration first. This one we all take in equal amounts." She uncorked the bottle and took a swig, then held it in front of Fluttershy's face.

Fluttershy swallowed as she eyed the bottle, but nonetheless tilted her head back to let Twilight measure a small amount into her mouth. It went like that for each of them, until Twilight had a near-empty bottle and everypony had the taste of the coppery liquid on their tongues.

"Toughness next," Twilight said before gulping down some of the black syrup. She kept drinking until it was almost half-empty. "I don't think you'll be needing any of this at all, to be honest, but it never hurts to prepare just in case." She passed it around to each of them and set it on the counter empty.

"Right, that leaves this one. She uncorked the beige potion. Who wants to be pseudo-stallionified first?"

"Me," Dash said immediately. "I want to be first."

Twilight passed her the potion via telekinesis. "Two big gulps," she said.

Dash put the bottle to her lips and swallowed as she was told, noting the strange taste. Did Twilight's Potion taste like flesh, or was that just her mind?

"Pass it along," Twilight said when she'd finished. Rainbow Dash gave it to Applejack. Then she waited while the others fixed her with expectant looks.

"I don't get it," said Rainbow Dash. "Where's my dick?"

"The only physiomorphic mixtures that take effect instantaneously are the ones meant to repair damaged tissue."

"So…"

"Healing draughts," Twilight said. "This is not a healing draught. Right now a four-tiered potion is magically tethered to a small portion of alcohol that will be absorbed through your stomach lining and into your bloodstream."

"Woah!" Dash said as a sudden warmth flooded through her chest.

"There," Twilight said. "Now it's tracing causality lines to find out what your body would be like had you been born male. This'll take seven seconds."

All of them waited, and Dash stood with a fixed grin. Then she doubled over as something lurched inside her.

"And now it's reconciling that result with your current body."

"This feels neat!" Dash said as she fell onto her side and clutched her belly.

"That's because it's rewiring your internals for semen production without a pair of testes," Twilight said. "Give it four seconds… three… two… aaand—"

Rainbow Dash had a dick.

"Woah!" Dash said as she looked down at her newly sprouted she frowned. It was flaccid and tiny. "Doesn't this thing get a sheath?"

"Not on mares," said Twilight. "There's only room for so much while still keeping you female." She turned to the group at large. "Now, everypony else still has a chance to back out. But if you're in, drink up."

"Are, er, are you drinking the potion, Twilight?"

"Oh no," said Twilight. "I mixed the predilection with having my own penis once before. It was… unflattering."

The potion was now in Rarity's hooves, Applejack already having drank her two gulps. Rainbow Dash poked her new penis with a hoof. "Hey," she said. "How do I get it to work?"

There was a silence. "You…" Applejack said tentatively. "You don't know?"

Dash frowned. "Of course I know. Just… somepony do something sexy!"

All of them stood looking at her. Nopony moved. Twilight walked over to join them.

"Fluttershy," she said.

Fluttershy turned, and Twilight wrapped two forelegs around her neck and kissed her. Not a light kiss, but a long, slow kiss, tentative at first but deeper and more forceful as the seconds passed. Fluttershy, for her part, met the kiss with wide eyes and froze—but she gave in and relaxed in only moments.

Twilight's hooves moved down to the place where Fluttershy's wings met her shoulders and began to gently massage, and Fluttershy let out a light, unwitting moan and closed her eyes.

Dash was only vaguely aware of Pinkie Pie drinking the potion in the corner of her vision. She watched Twilight and Fluttershy with growing excitement, saw the movement of their tongues inside their mouths, felt herself growing hard…

"Hey!" she shouted. "It's working!"

Twilight broke away and wiped a string of spit with a hoof. "Good," she said, her eyes fixing on Dash's erect member. She turned to the others. "And I see it's working for the rest of you, too."

Dash followed Twilight's gaze to see Applejack and Rarity both sporting erections equal in size to hers.

"Oh my," Rarity said breathlessly as she stared down at herself.

"Boing!" Pinkie shouted as she grew her own. She held the potion out to Fluttershy.

"Oh dear," said Fluttershy.

"No pressure," said Twilight. "But if you do drink it, I'll let you go first."

Fluttershy bit her lip once, then downed the potion in a single gulp. Twilight grasped the empty bottle with her telekinesis. "I guess you're all new to this, but tradition dictates that the host—also the recipient—proves the effectiveness of their alchemy at the outset by doing this:"

She smashed the bottle over her face. Shards and fragments of glass went everywhere, and Twilight simply shook her face. "See?" she said with a smile. "No pain or harm!" Her horn glowed, and the bottle reassembled itself and was set on her desk across the room.

"Wow!" Pinkie Pie said. Even Rainbow Dash was somewhat impressed.

"So," Dash said after a while. "How do we, uh, start?"

Twilight gave her an uncharacteristic smirk. "With Fluttershy."

She leaned over once again and lightly kissed Fluttershy on the mouth. Fluttershy was quicker to reciprocate, now, and the two of them made a fast back-and-forth of rolling kisses. Rainbow Dash watched Fluttershy's new member grow hard. She tentatively raised a foreleg and touched it, feeling it for the first time.

Twilight leaned up and nipped at one of her ears. "Lie on your back," she said.

"Okay," Fluttershy breathed. She sat back, and Twilight moved forward, gently laying Fluttershy on the ground. Twilight quivered a little as Fluttershy's cock pressed against her belly. Dash could see her marehood standing out starkly between her legs, and her wings were stiff. Fluttershy's, too, were hard and fanned out against the library floor.

"You know what to do," Twilight said softly.

"Okay," Fluttershy said. She reached between them with a foreleg and guided the tip of her shaft upward until it rested against Twilight's marehood. Then she pushed with her hind legs, lifting her hips off the floor so that she slowly moved inside the other mare.

She gasped the whole way in, her face screwed up in an expression of intense pleasure. When she had fully sheathed herself inside Twilight, her eyes flew open. "Twilight!" she cried.

Twilight gasped a high note of ecstasy. "I… forgot how good this feels," she said. Then she leaned down and locked mouths with Fluttershy.

From there Fluttershy pulled out and thrusted into Twilight once again. Her initial efforts were staggered and uneven, as though she was still getting used to the motions. Within moments, however, she was steadily sliding in and out of the other mare.

Rainbow Dash looked out at them from across an incredibly stiff erection, tempted to touch herself. She turned to look at the others and saw that Pinkie Pie had already started doing just that.

"What?" Pinkie said to them as she stroked her stallionhood with two hooves. "It's what they're for."

Twilight pulled her mouth away from Fluttershy's and for a moment both of them just gasped. "Feel… free to join in… however you like," she said breathlessly. "Lube on counter. Unf. More is better."

"Sweet!" Dash cried as she rushed to stand in front of Twilight. She stood on her hind legs, presenting herself. "So," she said to Twilight. "Are blowjobs a thing in Canterlot?"

Twilight arched a single eyebrow, then leaned forward and rolled her tongue around the head of Dash's cock.

The sensation was intoxicating, and Dash gulped with the thrill of it. Twilight licked and kissed the head fervently, wetting it with a mouthful of saliva. Then she took the entirety of it in her mouth and began to suck Dash off in full.

Beneath her, Fluttershy was letting out sharp moans as she continued to push her way into Twilight, and the sound only served to heighten Rainbow Dash's arousal. Twilight went a little deeper on Dash's cock, her tongue pressed hard against it's underside…

Dash let out a light, relaxed sigh of pleasure. The male side of things was definitely something, and Twilight was certainly not bad.

Pinkie Pie stepped into view, her dick glistening with what Dash could only assume was lubricant. She stood up and grasped Twilight's buttocks with her forelegs, shooting Dash a grin. Then a look of intense focus came over Pinkie's face as she pressed the head of her cock against Twilight's anus.

"Twilight!" she said, "You gotta let me in!"

Evidently Twilight did so, because the next second Pinkie Pie was buried in Twilight's anus and had her eyes shut tight. Twilight spluttered around Dash's cock for only a second before going deeper. Dash gripped the back of Twilight's head with her hooves.

Below them, Fluttershy's groans were becoming sharper and shorter in a pattern that Rainbow Dash recognized. She was thrusting at a less even pace again, desperately pushing herself towards climax….

When it struck her, she buried herself in Twilight and opened her mouth to scream aloud. Her cock seized, surrounded by warm flesh as it spurted out cum in thick, heavy streams. Twilight trembled as she received Fluttershy's load, the sheer volume of it pushing her over the edge she'd been riding herself.

And so Twilight came too, waves of warm pleasure running through and along her body in a way that made her limp and took her thoughts away. She surrendered to it in full: Fluttershy filling her perfectly, Rainbow Dash, gently urging her cock further and further down Twilight's throat, and Pinkie Pie, driving into Twilight's anus in a way that made it spasm and squeeze.

Her orgasm lasted a long time, and she couldn't have said how many seconds passed while she shuddered between the three of them. But in the absence of Twilight's ministrations, Rainbow Dash had taken the initiative and begun to slowly thrust in and out of Twilight's throat of her own accord.

Dash rolled her eyes as she began to feel Twilight use her tongue once more. Beneath them both, Fluttershy resumed thrusting.

"Hey," Rainbow Dash muttered. "Weren't we supposed to take turns? What about Rarity and Applejack?"

Pinkie Pie, drooling onto Twilight's back, giggled. "See for yourself!" she cried.

Dash turned to see that Rarity and Applejack had gotten started all by themselves: they lay on the ground, each of them sucking on the other's stallionhood. Applejack was laboriously deep-throating Rarity as Rarity gently licked, suckled, and kissed the length and head of Applejack's own member.

As she watched them, Dash felt something tighten inside her. "Oh wow," she said as the euphoria washed over her brain. By the time she realized she was going to cum it was far too late to reign herself in—the head of her penis flared inside Twilight's mouth and shot a rope of semen all over the back of Twilight's throat.

Twilight's lips tightened around Dash's shaft as Dash continued to spurt into her mouth. Dash could feel her throat seizing around the head of her cock as Twilight instinctively tried to swallow it all.

She failed. A glob of mixed cum and saliva ran out of her overtaxed mouth and down the length of Dash's shaft, then broke away to drizzle over the end of Fluttershy's nose. Twilight pushed herself deeper onto Dash's cock to catch what remained, then pulled away and took several audible gulps.

When she finished, the first sound out of her mouth was a pleasurable whimper, as Pinkie Pie and Fluttershy were now both thrusting into her. Then she bent her head and licked the semen from Fluttershy's nose, looked back up at Rainbow Dash with enormous pupils and said:

"I want more."

Rainbow Dash was quick to oblige her, taking ahold of Twilight's head from behind her ears and guiding herself back into Twilight's mouth. Twilight suckled and licked eagerly, until Rainbow Dash had pushed herself all the way in. Then she shut her eyes and let Dash take control as Fluttershy leaned up and lovingly kissed the line of her throat.

Dash was far rougher with Twilight this time around, as the fervor in the room had grown immensely. Fluttershy couldn't seem to take her lips and tongue from Twilight's skin, even raking her teeth across the bared throat. Pinkie Pie was soon doubled over Twilight's back, veritably squealing as she came inside Twilight for the first time. It was hard to tell when Twilight orgasmed—by now she'd given in entirely, and her only movements were the quick, eager reactions to their collective ministrations.

Dash's mind was so busy reeling from the pleasure she was taking from Twilight that she didn't notice Rarity coming up behind her until the unicorn had lain two hooves over Dash's shoulders and begun to suck one of her ears. Dash felt Rarity's cock press against her right flank…

Rarity let the ear go with a wet pop. "Mm… do hurry up, would you darling?" she said."It's only fair that we all get a turn." Her hooves began to stroke Dash's wings, and Dash let out a low growl of approval as she felt her stomach tighten. She was vaguely aware of Applejack dipping her muzzle between Pinkie Pie's legs, and of Fluttershy's audible panting peaking once again…

Rarity nudged her cheek, and Rainbow Dash looked over. They locked lips, and Dash came, losing herself in the ecstasy of the moment, in Rarity's kiss. She realized that Twilight had pulled off to let the cum fill her mouth at the same time she realized the strange aftertaste on Rarity's tongue was from Applejack's own semen.

Dash broke away from Rarity at the same time as Twilight pulled away from the head of her cock. Rainbow Dash looked down…

"Twilight," Fluttershy gasped, her back arched beneath the other mare. Sweat soaked through her coat and her lips were wet with spittle. Twilight looked down and slowly opened her mouth wide, pushing out her tongue.

She hadn't swallowed. Dash's cum ran from her lips and tongue in gradual, thick dribbles. Fluttershy reached out with her own tongue to receive it. Most of it made it inside her mouth, but some of it spilled over her lips and ran down her face.

Twilight followed the semen down, taking Fluttershy into a deep, sloppy kiss that lasted a long while, until she finally pulled back, letting Fluttershy suck on her tongue for a moment first. Both of them stopped and swallowed the shared load.

"Thank you," Fluttershy said softly. Twilight only blushed and whimpered—Pinkie Pie was still taking her in the behind. Rarity and Rainbow Dash helped raise Twilight up so that Fluttershy could crawl out from under her, and she did so. Applejack came around and slid under Twilight, her erection pressing against Twilight's belly. Rarity cradled Twilight's head in her hooves as Twilight began to suck her off.

Rainbow Dash was left alone with Fluttershy, who was practically glowing. Her wings were still fully splayed, and her gaze was fixed on Twilight, who was once again taking three stallionhoods at once. Her diverted attention gave Rainbow Dash a perfect opportunity to surprise her by biting the nape of her neck.

"Oh!" Fluttershy gasped as Dash licked at the base of her wings. "Rainbow Dash."

"Come here, you…"

It was one thing, Dash had decided, to stand there as Twilight sucked her off, but now she wanted more intimacy, more physical contact. She rolled Fluttershy onto her back and pinned her to the ground, so that their erections pressed against one another. Fluttershy, in a gesture of assent, leaned up and licked her nose.

"How do you want to this?" Dash asked, her mind already clouded with even more lust.

"Please take me," Fluttershy whispered, shuffling forward so that Dash would have easier entry. "Please."

Dash was quick to comply, so that in moments she was buried hilt deep inside the other mare's warmth, thrusting as it pleased her, and Fluttershy's wings and back were arched, her mouth wide open as she moaned, her hooves furiously stroking the length of her shaft. Dash was drooling on it, her tongue out, her forelegs steadying them…

It felt too good after she'd come twice already, each thrust sending a wave of numb pleasure through her lust-charged body. Another eruption was building inside her far too fast, she was about to come—no, she was already coming, Fluttershy was well-past full of her sperm and it was spilling out, Fluttershy was coming herself, so that it spurting all over both their chests and necks.

Dash was panting, momentarily spent but still wanting more. Fluttershy leaned up and licked a long bead of sweat from Dash's face, and then they were kissing again…

"Hey you two!" Pinkie cried out loud enough to penetrate the lusty haze. "Who wants a turn?" Dash looked up and saw that her mane had gone rather limp with sweat.

"Go," Fluttershy said. "But, um, I want the next one."

"Yeah," Dash said, already excited at the prospect. She unsheathed herself from Fluttershy's dripping marehood and shakily stood, then made her way over to Pinkie Pie. She couldn't help but look at Twilight, who seemed to be swallowing the product of Rarity's quiet, close-eyed orgasm.

Pinkie Pie pulled out and released torrent of pearly white cum that dribbled down over Applejack's cock as it plunged in and out of Twilight's marehood, which was in itself also drenched with a mixture of semen.

Dash waited for Pinkie Pie and Applejack to switch and for Pinkie Pie to get positioned, Twilight quivering in her hooves all the while. At last the both of them held her steady and Dash helped to guide Pinkie Pie in, so that the head of her cock stood poised.

"Ready?" Pinkie Pie called out. Out of the corner of her eye, Dash saw Fluttershy mounting Applejack…

She stiffened her grip and pushed the head of her cock against Twilight's opening, but felt little give. Harder she pushed, then harder, gritting her teeth, until at last she forced herself all the way into Twilight's anus.

"Yes!" Dash cried.

The feeling was exquisite: a tight ring seized around the shaft of her cock as she forcefully rammed it in and out of Twilight's magically reinforced rear. How easy it was, for Dash to simply let the lust boil over in her mind and take full control of her body. Pinkie's Pie's cum squeezed against her as she thrusted in and out, and Dash saw that at some point Pinkie had also ejaculated on Twilight's cutie marks.

And so when Dash did feel the orgasm coming upon her, she followed the example set and pulled out, then released everything she had onto the small of Twilight's back in thick, heavy ropes, a string of which ended up caught between the base of Twilight's erect wings.

Below her, Pinkie Pie came also, and ever more semen flooded out from Twilight's swollen marehood. "I finished!" Pinkie said in a lofty, far-away tone. "Anypony want a turn down here?"

"Count me in," Dash said. "Fluttershy, you busy?"

She looked over to see Fluttershy wiping her chin, Applejack's hat on her head. "Not anymore," she said lightly.

So they switched again. Fluttershy mounted Twilight from the rear, Pinkie Pie moved and Dash slid under Twilight. It was warmer, and Twilight's belly pressed against hers, and she could feel the movement's in Twilight's body as Applejack switched places with Rarity and began to thrust into Twilight's mouth. Dash's nostrils were filled the scent of spit, sweat, and semen. She was seized by the singleminded desire to screw Twilight to her pleasure.

Fluttershy's hoof guided her eager member into Twilight's open passage, and Rainbow Dash adjusted to give herself more room for thrusting. She felt Fluttershy, also moving inside Twilight, their cocks separated only by a layer of flesh.

Twilight's walls were pressing in on her cock, hot and wet, inviting and wild. She felt all these things, and she felt the pleasure and intensity of being underneath Twilight already working her towards an orgasm, but what she was was Twilight above her, taking Applejack's cock in her mouth.

Dash leaned up and bit Twilight's bared throat as hard as she possible could, confident that she couldn't hurt the mare. She could feel the movements of Applejack's shaft through her mouth, even felt Twilight swallowing another round of cum, spurt after spurt.

Dash came too, and it was a torrent of thoughtless ecstasy that washed over her now, longer to last and slower to fade, she'd become so sensitive from the abundance of sex. She fell back onto the floor, her forelegs out at her sides, and let the waves take her as Twilight collapsed onto her chest. They lay there gasping for a moment.

"Y'okay there, Twi?" Applejack asked.

Rainbow Dash had recovered herself and began to plow Twilight even more. At first, Twilight ignored Applejack's question, opting instead to nibble affectionately on Dash's ear. She was groaning, little, quiet breaths, as though she couldn't muster herself for anything louder.

Dash thought on this for a moment—she herself was already fraying at the edges. What did Twilight feel like right now?

"Too much swallowing," Twilight muttered absent-mindedly. "Any more and I could… ngh... get sick. Come outside?"

"Uh… sure thing, Twi."

Dash ignored them both for a moment, focusing instead on the pleasure she took from inside Twilight. It was intoxicating: the more she took the more she wanted, the less she thought about anything else. She wrapped her hooves around Twilight's back as the mare writhed in pleasure above her, kept pressing her mouth against Twilight's sweaty flesh, took in as much of her as she could.

And then Dash realized that there were three of them in front of Twilight now: Applejack, Rarity, and Pinkie Pie were all on their hind legs, supporting Twilight even as they rubbed each other's cocks. Twilight was sucking off Pinkie Pie.

Dash didn't think about it. She leaned up, putting weight on her forelegs around Twilight's back, and stretched out her head upside down, opened her mouth, and ever-so-slightly extended her tongue. And why not? She'd drank the same potions Twilight had except one, and she knew it wasn't one she needed anyway..

It was Rarity whose hoof cradled the back of Dash's neck, Rarity whose cockhead came to rest on the roof of Dash's mouth. Dash licked it, sucked it, loved it in every way she could as she still felt Twilight's inner walls pressing against her stallionhood. Rarity pushed it deeper, then deeper: Dash couldn't believe it, couldn't focus on anything except the length of meat pushing against her throat, pushing its way past her tonsils. She instinctively tried to swallow and couldn't.

Then it was pulled back, out of her mouth, and Dash wanted desperately for it to return. She felt something hot strike her ear and hang there, realized it must have been Applejack's cum missing Twilight's face, and the thought excited her all the more.

She focused on the thrusting, the simple movement of her hips, and surrendered every other part of her body. Let Rarity have her way with Dash's mouth, Dash found herself perfectly fine with this, as long as she could keep taking pleasure from Twilight Sparkle.

She came again, felt free and weak at the same time, clutched hard at Twilight to keep herself steady. Twilight was sucking off Pinkie Pie now, and Dash felt Fluttershy stop to release herself in Twilight also. Rarity's thrusts were fevered, now, and Dash had her eyes jammed shut. She heard herself whimper in pleasure, and suddenly understood the noise Twilight had been making all this time.

Rarity came with barely any warning, pulling back just to give Dash enough room to swallow before she began spurting it into Dash's mouth. The force of it made Rainbow Dash's eyes shoot open in shock, the volume of it almost made her splutter. She instinctively swallowed, but Rarity was already shooting more into her mouth. So thick, and so much of it! Had Twilight swallowed this much every time?

Dash gulped it all down fervently, ignoring the bit that trickled out over the edge of her lips. Rarity pulled away, and she took a full breath of hot, sweaty air to fill her lungs. Then she came in Twilight once again, letting more waves of pleasure wash over her body and add to the sexual high she'd already built as she collapsed down onto her back.

She watched with half-lidded eyes as Pinkie Pie came in Twilight's mouth, content for a moment just to lie there. Something seemed to strike her wrong, however, and it occurred to her in a moment.

"Supposed to come outside," she murmured. Then she remembered Twilight and Fluttershy and felt a pang of excitement. "Twilight," she said. "Look at me."

Twilight looked down. Cum covered her face: it was in her eyelashes, strung over her horn and across her nostrils and ears. Her eyes were heavy, and she opened her mouth only a fraction, letting Pinkie Pie's semen stream off her tongue in an unbroken line.

Rainbow Dash opened her mouth and caught it on her own tongue, then followed the stream upward to meet the other mare. Twilight opened her mouth and let it out in a flood and Rainbow Dash struggled to swallow open-mouthed as Twilight probed the inside of her mouth with a rough tongue. They went like that for a while, tongues entangled, Rainbow Dash inside Twilight Sparkle, until at last Dash fell away and Twilight, with no one supporting her, fell onto her side. Fluttershy had, it seemed, pulled out as well.

There was a momentary lull.

Twilight was streaked and and splattered with semen; it covered her face, her back, her wings. None of the other ponies had escaped some amount of it, either: Dash could still feel some clinging to her face, saw a bit had landed on her feathers.

The room filled with sound of their collective heavy breathing, and Twilight stretched on the floor, splaying her voluminous wings and the body that until now had been constantly sandwiched between three of them. Dash couldn't fathom how she could feel so satisfied yet desire more at the same time.

"You thought I was a virgin," Twilight said. Her voice was soft and quiet, as if she couldn't summon the thought to speak any harder, but in it there was the lightest hint of an accusation.

Twilight closed her eyes and said, "Get her."

Dash's eyes widened; her thoughts raced. Four mares closed in around her. She felt Fluttershy grab her around the chest, roll so that Dash was on top of her, belly-up, her forelegs pinned to the ground. Applejack was pushing her hind legs apart as wide as they would go so she could take Dash from an upright position. Rarity leaned into the small space above Dash's naval and took Dash's cock in her mouth.

She felt Applejack plunge inside her just as she felt Fluttershy pressing into her anus. She tightening for a moment, but then forced herself to relax. Why not just surrender?

Fluttershy penetrated deep into Rainbow Dash, and between her and Applejack Dash had never felt more filled in her life. She let out a deep, unsteady moan, then let her head loll back to meet what she knew was waiting for it. Her mane, soaked with sweat, hung down toward the ground beneath her.

Pinkie Pie's hooves closed around her head, and Dash opened wide to let the other mare in past her teeth. There were hooves on her wings, Dash felt—more than two—touching them and playing with them, but she couldn't tell whose they were. She was held immobile, her chest and belly squirming in utter joy as the others had their way with her.

Her eyes were closed, but she knew the tongue on her cheek must have been Twilight's. "Isn't it great?" Twilight asked. "Next we'll do Rarity."

Pinkie's cock was aggressively thrusting down Dash's throat. Dash felt Applejack blowing a load inside her and could only manage the quietest whimper.

"Do you know how many different kinds of orgasms your body is capable of giving you?" Twilight said. Dash was absolutely certain that the new hoof she could feel just barely running the length of one of her wings was Twilight's.

Twilight bit her ear, bit it as hard as she possibly could, and Dash's eyes flew open as a looming, overwhelming sense of pleasure came toward her. She writhed in between them, filled with them, and felt like she was suddenly about to plunge off a cliff…

"You're about to," Twilight said.

Dash was too restrained to scream. She simply shuddered as they all took their pleasure from her, her mind erased and her body filled with one single super-dense mote of pure ecstasy. It went on longer than she could have said, was layered on top of itself, so that she couldn't remember the exact end of the orgasm—or of the night.

The mess had mostly been shaped negaplasm—it had faded when the spell of the potion wore off. Still, Twilight had to use some spells to clean up the various sweat stains and the like when she woke up in the morning.

Now the library looked pristine. A beam of sunlight came through the round window over the door and illuminated the five mares peacefully sleeping on the rug. Twilight moved between them, and as she came to each sleeping figure, she took a blanket from the stack on her back and lay it over her friend. Then she set a water bottle—enchanted to stay cold—next to each of them and gave them a kiss on the forehead.

The door opened, and Twilight turned to see Spike step through it. She motioned for him to be quiet.

Spike took in the scene of the library. "That's what you had me go away for? So you could have a sleepover?"

"Well, uh… yes," Twilight said. "Sorry I couldn't invite you, but you know you fall asleep so much earlier than us anyway…"

"Pfft," Spike said, making his way to the kitchen. "What makes you think I'd have wanted to be here anyhow? All you probably did was girl stuff."

"You're right," Twilight said as she came to Rainbow Dash—the last of them to receive a blanket and a water bottle. "Just girly stuff."

She lovingly draped the blanket across Dash's sleeping form, set the bottle next to her head, then leaned down and whispered into Dash's ear, "Never doubt me again."


End file.
